Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2020 | Aug. 13, 2020 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | CCAC | |
Entity Registrant Name | CITIC Capital Acquisition Corp. | |
Entity Central Index Key | 0001794621 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Small Business | true | |
Entity File Number | 001-39222 | |
Entity Address, Address Line One | 9/F, East Tower, Genesis Beijing | |
Entity Address, Address Line Two | No. 8 Xinyuan South Road | |
Entity Address, City or Town | Chaoyang District, Beijing | |
Entity Address, Country | CN | |
Entity Address, Postal Zip Code | 100027 | |
City Area Code | 86 10 | |
Local Phone Number | 5802 3889 | |
Document Quarterly Report | true | |
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Security Exchange Name | NYSE | |
Capital Units | ||
Entity Information [Line Items] | ||
Trading Symbol | CCAC | |
Title of 12(b) Security | Units, each consisting of one Class A ordinary share, par value $0.0001, and one-half of one redeemable warrant | |
Security Exchange Name | NYSE | |
Warrant | ||
Entity Information [Line Items] | ||
Trading Symbol | CCAC | |
Title of 12(b) Security | Warrants, each exercisable for one share of Class A common stock | |
Security Exchange Name | NYSE | |
Class A Common Stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 27,600,000 | |
Class B common stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 6,900,000 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Assets: | ||
Cash | $ 1,328,729 | $ 300,000 |
Prepaid expense | 86,835 | |
Total current assets | 1,415,564 | 300,000 |
Deferred offering costs | 87,885 | |
Investments held in Trust Account | 277,831,868 | |
Total assets | 279,247,432 | 387,885 |
Liabilities and Shareholders' Equity: | ||
Accounts payable and accrued expense | 81,690 | |
Due to related parties | 71,645 | 85,851 |
Advance from Sponsor | 300,000 | |
Total current liabilities | 153,335 | 385,851 |
Deferred underwriting commissions | 9,660,000 | |
Total liabilities | 9,813,335 | 385,851 |
Commitments Contingencies | ||
Shareholders' equity: | ||
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding | ||
Additional paid-in capital | 3,404,038 | 24,310 |
Retained earnings (accumulated deficit) | 1,595,157 | (22,966) |
Total shareholders' equity | 5,000,001 | 2,034 |
Total liabilities and shareholders' equity | 279,247,432 | 387,885 |
Class A Common Stock | ||
Liabilities and Shareholders' Equity: | ||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 26,443,410 shares and 0 shares at June 30, 2020 and December 31, 2019, respectively (at redemption value of $10.00 per share) | 264,434,096 | |
Shareholders' equity: | ||
Class A ordinary shares, $0.0001 par value, 200,000,000 shares authorized, 1,156,590 (excluding 26,443,410 shares subject to possible redemption) and 0 shares issued and outstanding at June 30, 2020 and December 31, 2019 | 116 | |
Total shareholders' equity | 116 | |
Class B common stock | ||
Shareholders' equity: | ||
Class A ordinary shares, $0.0001 par value, 200,000,000 shares authorized, 1,156,590 (excluding 26,443,410 shares subject to possible redemption) and 0 shares issued and outstanding at June 30, 2020 and December 31, 2019 | 690 | 690 |
Total shareholders' equity | $ 690 | $ 690 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2020 | Dec. 31, 2019 |
Ordinary shares subject to possible redemption | 26,443,410 | |
Preferred shares, par value | $ 0.0001 | $ 0.0001 |
Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
Preferred shares, shares Issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
Ordinary shares subject to possible redemption | 26,443,410 | |
Class A Common Stock | ||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 |
Ordinary shares subject to possible redemption | 26,443,410 | 0 |
Ordinary shares, redemption price per share | $ 10 | $ 10 |
Ordinary shares subject to possible redemption | 26,443,410 | 0 |
Common shares, par value | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 200,000,000 | 200,000,000 |
Common shares, shares issued | 1,156,590 | 0 |
Common shares, shares outstanding | 1,156,590 | 0 |
Class B common stock | ||
Common shares, par value | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 20,000,000 | 20,000,000 |
Common shares, shares issued | 6,900,000 | 6,900,000 |
Common shares, shares outstanding | 6,900,000 | 6,900,000 |
Number of shares forfeited, unexercised by underwriters | 900,000 | 900,000 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2020 | Jun. 30, 2020 | |
General and administrative expenses | $ 165,209 | $ 213,745 |
Loss from operations | (165,209) | (213,745) |
Interest income and realized gain from sale of treasury securities | 69,247 | 1,831,868 |
Net (loss) income | $ (95,962) | $ 1,618,123 |
Class A Common Stock | ||
Weighted average shares outstanding of ordinary shares, basic and diluted | 27,600,000 | 27,600,000 |
Basic and diluted net income (loss) per ordinary share | $ 0 | $ 0.07 |
Class B common stock | ||
Weighted average shares outstanding of ordinary shares, basic and diluted | 6,900,000 | 6,900,000 |
Basic and diluted net income (loss) per ordinary share | $ (0.02) | $ (0.03) |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY (Unaudited) - USD ($) | Total | IPO [Member] | Over-Allotment Option [Member] | Class A Common Stock | Class A Common StockIPO [Member] | Class A Common StockOver-Allotment Option [Member] | Class B common stock | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member]IPO [Member] | Additional Paid-in Capital [Member]Over-Allotment Option [Member] | Retained Earnings [Member] |
Beginning balance at Dec. 31, 2019 | $ 2,034 | $ 690 | $ 24,310 | $ (22,966) | |||||||
Beginning balance, shares at Dec. 31, 2019 | 6,900,000 | ||||||||||
Issuance of Ordinary Share | $ 240,000,000 | $ 36,000,000 | $ 2,400 | $ 360 | $ 239,997,600 | $ 35,999,640 | |||||
Issuance of Ordinary Share, shares | 24,000,000 | 3,600,000 | |||||||||
Sale of Private Placement Warrants to Sponsor in private placement | 7,520,000 | 7,520,000 | |||||||||
Offering costs charged to shareholders' equity | (15,700,900) | (15,700,900) | |||||||||
Change in Class A ordinary shares subject to possible redemption | (264,535,214) | $ (2,645) | (264,532,569) | ||||||||
Change in Class A ordinary shares subject to possible redemption, shares | (26,453,521) | ||||||||||
Net loss | 1,714,085 | 1,714,085 | |||||||||
Ending balance at Mar. 31, 2020 | 5,000,005 | $ 115 | $ 690 | 3,308,081 | 1,691,119 | ||||||
Ending balance, shares at Mar. 31, 2020 | 1,146,479 | 6,900,000 | |||||||||
Beginning balance at Dec. 31, 2019 | 2,034 | $ 690 | 24,310 | (22,966) | |||||||
Beginning balance, shares at Dec. 31, 2019 | 6,900,000 | ||||||||||
Net loss | 1,618,123 | ||||||||||
Ending balance at Jun. 30, 2020 | 5,000,001 | $ 116 | $ 690 | 3,404,038 | 1,595,157 | ||||||
Ending balance, shares at Jun. 30, 2020 | 1,156,590 | 6,900,000 | |||||||||
Beginning balance at Mar. 31, 2020 | 5,000,005 | $ 115 | $ 690 | 3,308,081 | 1,691,119 | ||||||
Beginning balance, shares at Mar. 31, 2020 | 1,146,479 | 6,900,000 | |||||||||
Offering costs charged to shareholders' equity | (5,160) | (5,160) | |||||||||
Change in Class A ordinary shares subject to possible redemption | 101,118 | $ 1 | 101,117 | ||||||||
Change in Class A ordinary shares subject to possible redemption, shares | 10,111 | ||||||||||
Net loss | (95,962) | (95,962) | |||||||||
Ending balance at Jun. 30, 2020 | $ 5,000,001 | $ 116 | $ 690 | $ 3,404,038 | $ 1,595,157 | ||||||
Ending balance, shares at Jun. 30, 2020 | 1,156,590 | 6,900,000 |
CONDENSED STATEMENT OF CASH FLO
CONDENSED STATEMENT OF CASH FLOWS (unaudited) | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Cash Flows from Operating Activities: | |
Net income | $ 1,618,123 |
Adjustments to reconcile net income to net cash used in operating activities: | |
Interest earned on investment held in Trust Account | (474,758) |
Realized gain from sale of marketable securities | (1,357,111) |
Changes in current assets and current liabilities: | |
Prepaid assets | (86,835) |
Accounts payable and accrued expense | 79,905 |
Due to related parties | 25,795 |
Net cash used in operating activities | (194,881) |
Cash Flows from Investing Activities: | |
Purchase of investment held in Trust Account | (553,609,410) |
Proceeds from sale of investment held in Trust Account | 277,609,410 |
Net cash used in investing activities | (276,000,000) |
Cash Flows from Financing Activities: | |
Proceeds from Initial Public Offering, net of underwriters' fees | 276,000,000 |
Proceeds from private placement | 7,520,000 |
Repayment of Sponsor loan | (300,000) |
Payments of offering costs | (5,996,390) |
Net cash provided by financing activities | 277,223,610 |
Net Change in Cash | 1,028,729 |
Cash - Beginning | 300,000 |
Cash - Ending | 1,328,729 |
Supplemental Disclosure of Non-cash Financing Activities: | |
Deferred underwritting commissions charged to additional paid in capital | 9,660,000 |
Class A ordinary shares subject to possible redemption | 264,434,096 |
Increase in accounts payable for deferred offering costs | $ 1,785 |
Description of Organization and
Description of Organization and Business Operations | 6 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization and Business Operations | Note 1—Description of Organization and Business Operations Organization and General CITIC Capital Acquisition Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on September 9, 2019. The Company was incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). Although the Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, the Company intends to focus its search on the energy efficiency, clean technology and sustainability sectors. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of June 30, 2020, the Company had not commenced any operations. All activity for the period from September 9, 2019 (inception) through June 30, 2020 relates to the Company’s formation, the initial public offering described below, and, since the completion of the initial public offering, searching for a target to consummate a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income The Company’s sponsor is CITIC Capital Acquisition LLC, a Cayman Islands limited liability company (the “Sponsor”). Financing The registration statement for the Company’s Initial Public Offering (as defined below) was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on February 10, 2020. On February 13, 2020, the Company consummated its Initial Public Offering (the “Initial Public Offering”) of 27,600,000 units (each, a “Unit” and collectively, the “Units”), including 3,600,000 Units issued pursuant to the exercise in full of the underwriters’ over-allotment option, at $10.00 per Unit, generating gross proceeds of $276 million, and incurring offering costs of approximately $15.70 million, inclusive of $9.66 million in deferred underwriting commissions (Note 3). The Company intends to finance its initial Business Combination with the proceeds from the Initial Public Offering and a $7.52 million private placement of warrants (the “Private Placement Warrants”) (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $276 million was held in a trust account (discussed below). As of June 30, 2020, the Company had approximately $1.33 million in cash held outside of the trust account (discussed below). Trust Account Upon the closing of the Initial Public Offering, $276 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering, including the proceeds of the Private Placement Warrants, was held in a trust account (the “Trust Account”), located in the United States at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete an initial Business Combination with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the amount of any deferred underwriting discount held in the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). The Company will provide its holders (the “Public Shareholders”) of its Class A ordinary shares, par value $0.0001, sold in the Initial Public Offering (the “Public Shares”), with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro-rata portion The per-share amount Notwithstanding the foregoing, the Amended and Restated Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, officers and directors (the “initial shareholders”) have agreed, pursuant to a written agreement with the Company, that they will not propose any amendment to the Amended and Restated Memorandum and Articles of Association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within 24 months from the closing of the Initial Public Offering (the “Combination Period”), which is February 13, 2022, or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial per-share The Company will have 24 months from the closing of the Initial Public Offering to complete its initial Business Combination. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, Liquidation The Sponsor, officers and directors (the “initial shareholders”) have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial shareholders or members of the Company’s management team acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to its deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity As of June 30, 2020, the Company had cash outside the Trust Account of $1,328,729 available for working capital needs. All cash and securities held in the Trust Account are generally unavailable for the Company’s use, prior to an initial Business Combination, and are restricted for use either in a Business Combination or to redeem ordinary shares. As of June 30, 2020, none of the amount in the Trust Account was available to be withdrawn as described above. Through June 30, 2020, the Company’s liquidity needs were satisfied through receipt of $25,000 from the sale of the Founder Shares, advances from the Sponsor in an aggregate amount of $300,000 which were repaid upon the Initial Public Offering (as described in Note 4) and the remaining net proceeds from the Initial Public Offering and Private Placement (as described in Note 3 and 4). The Company anticipates that the $1,328,729 outside of the Trust Account as of June 30, 2020, will be sufficient to allow the Company to operate for at least the next 12 months, assuming that a Business Combination is not consummated during that time. Until consummation of its Business Combination, the Company will be using the funds not held in the Trust Account, and any additional Working Capital Loans (as defined below) from the Initial Shareholders, the Company’s officers and directors, or their respective affiliates (which is described in Note 4), for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination. The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the Company’s estimates of the costs of undertaking in-depth |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2—Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the SEC, and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for the fair presentation of the financial position as of June 30, 2020 and the results of operations and cash flows for the period presented and should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on February 12, 2020, as well as the Company’s Current Reports on Form 8-K, three and Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt-out of to non-emerging growth to opt-out is to opt-out of Use of Estimates The preparation of these financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2020. Cash Held in Trust Account At June 30, 2020, the assets held in the Trust Account were held in money market funds. Deferred Offering Costs The Company complies with the requirements of FASB ASC 340 -10 -S99 -1 and SEC A—“Expenses of Offering”. Offering costs consist of legal, accounting, underwriting fees and other costs that are directly related to the Initial Public Offering. Offering costs amounting to approximately $ 15.7 million were charged to shareholders’ equity upon the completion of the Initial Public Offering. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “ Distinguishing Liabilities from Equity Net Income (loss) per Ordinary Share The Company’s condensed statement of operations includes a presentation of income (loss) two-class method of income (loss) per share. Net income per common share, basic and diluted for Class A redeemable ordinary shares is calculated by dividing the interest income earned on the Trust Account and the gain on the sale of marketable securities totaling $69,247 and $ 1,831,868 for the three and six months ended June 30, 2020 by the weighted average number of Class A redeemable ordinary shares outstanding since original issuance. Net loss per common share, basic and diluted for Class B non-redeemable non-redeemable non-redeemable Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of June 30, 2020 and December 3 1, 2019. and December 31, 20 19 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed balance sheets. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material impact on the Company’s unaudited condensed financial statements. |
Initial Public Offering
Initial Public Offering | 6 Months Ended |
Jun. 30, 2020 | |
Text Block [Abstract] | |
Initial Public Offering | Note 3—Initial Public Offering On February 13, 2020, the Company sold 27,600,000 Units at a price of $10.00 per Unit, including 3,600,000 Units issued pursuant to the exercise in full of the underwriters’ over-allotment option. Each Unit consists of one Class A ordinary share, par value $0.0001 per share and one-half of The Company paid an underwriting discount at the closing of the Initial Public Offering of $5.52 million. An additional fee of $9.66 million was deferred and will become payable upon the Company’s completion of an initial Business Combination. The deferred portion of the discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its initial Business Combination. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4—Related Party Transactions Founder Shares On November 14, 2019, the Sponsor paid $25,000, or approximately $0.004 per share, to cover certain offering costs in consideration for 5,750,000 Class B ordinary shares, par value $0.0001 (the “Founder Shares”). Effective December 10, 2019, the Sponsor transferred 718,750 Founder Shares to Henri Arif, the Company’s independent director, for a purchase price of $3,125 (the same per-share price As of June 30, 2020, the Sponsor holds 6,015,500 Founder Shares. The initial shareholders had agreed to forfeit up to 900,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters. As of June 30, 2020, the underwriter exercised its over-allotment option in full, hence, these Founder Shares were no longer subject to forfeiture. The initial shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares and any Class A ordinary share issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of the initial Business Combination, or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property; except to certain permitted transferees and under certain circumstances (the “lock-up”). Notwithstanding any 30-trading day the lock-up. Private Placement Warrants Concurrently with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 7,520,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant. Each warrant is exercisable to purchase one Class A ordinary share at $11.50 per share. The proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. On March 30, 2020, the Sponsor transferred 940,000 Private Placement Warrants to Mr. Arif. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Advances As of June 30, 2020, the amount due to related parties was $71,645. The amounts were unpaid reimbursements for the operating expenses, administrative support expenses (as described below – Administrative Support Agreement), and deferred offering costs paid by the related parties on behalf of the Company. Sponsor Loan On December 9, 2019, the Sponsor loaned the Company $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing Working Capital Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company will repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into private placement warrants at a price of $1.00 per warrant. As of June 30, 2020 and December 31, 2019, the Company had no borrowings under the Working Capital Loans. Administrative Support Agreement Commencing on the date of the final prospectus, the Company has agreed to pay the Sponsor a total of $10,000 per month for office space, utilities, secretarial and administrative support services. For the period from February 13, 2020 to June 30, 2020, the Company incurred $30,000 for the three and six months ended June 30, 2020, respectively |
Commitments & Contingencies
Commitments & Contingencies | 6 Months Ended |
Jun. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments & Contingencies | Note 5—Commitments & Contingencies Risks and Uncertainties Management continues to evaluate COVID-19 Registration Rights The holders of Founder Shares, Private Placement Warrants, and securities that may be issued upon conversion of Working Capital Loans, if any, will be entitled to registration rights pursuant to a registration rights agreement dated as of February 10, 2020. These holders are entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period Underwriting Agreement The underwriters were paid a cash underwriting discount of $5,520,000, or $0.20 per Unit of the gross proceeds of the initial 27,600,000 Units (inclusive of 3,600,000 unit over-allotment option) sold in the Initial Public Offering, in the aggregate. In addition, the underwriters are entitled to a deferred fee of (i) $0.35 per Unit of the gross proceeds of the initial 24,000,000 Units sold in the Initial Public Offering, or $8,400,000, and (ii) $0.35 per Unit of the gross proceeds from the 3,600,000 Units sold pursuant to the over-allotment option, or $1,260,000, aggregating to a deferred fee of $9,660,000. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
Trust Account and Fair Value Me
Trust Account and Fair Value Measurements | 6 Months Ended |
Jun. 30, 2020 | |
Assets Held-in-trust [Abstract] | |
Trust Account and Fair Value Measurements | Note 6—Trust Account and Fair Value Measurements As of June 30, 2020, investment securities in the Company’s Trust Account consisted of a treasury securities fund in the amount of $277,831,868 which was held as money market funds. The following table presents fair value information as of June 30, 2020 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Since all of the Company’s permitted investments consist of treasury securities fund, fair values of its investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets as follows: Carrying Value Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Investments held in Trust Account – U.S. Treasury Securities Money Market Fund $ 277,831,868 $ 277,831,868 $ — $ — |
Shareholders' Equity
Shareholders' Equity | 6 Months Ended |
Jun. 30, 2020 | |
Federal Home Loan Banks [Abstract] | |
Shareholders' Equity | Note 7—Shareholders’ Equity Class A Ordinary Shares— Class B Ordinary Shares Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as required by law or stock exchange rule; provided that only holders of the Class B ordinary shares have the right to vote on the election of the Company’s directors prior to the Initial Business Combination. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the Initial Business Combination on a one-for-one basis than one-for-one basis. Preferred Shares Warrants The warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. If (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the initial shareholders or their affiliates, without taking into account any Founder Shares held by the initial shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination, and (z) the volume weighted average trading price of the Class A ordinary shares during the 10 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price of the Warrants will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that, so long as they are held by the Sponsor or its permitted transferees, the Private Placement Warrants (i) will not be redeemable by the Company, (ii) may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants. The Company may call the Public Warrants for redemption (except with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the last reported closing price of the Class A ordinary shares equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. Additionally, in no event will the Company be required to net cash settle any Warrants. If the Company is unable to complete the Initial Business Combination within the combination period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 8—Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were available to be issued and has concluded that all such events that would require adjustment or disclosure have been recognized or disclosed. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the SEC, and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for the fair presentation of the financial position as of June 30, 2020 and the results of operations and cash flows for the period presented and should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on February 12, 2020, as well as the Company’s Current Reports on Form 8-K, three and |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt-out of to non-emerging growth to opt-out is to opt-out of |
Use of Estimates | Use of Estimates The preparation of these financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2020. |
Cash Held in Trust Account | Cash Held in Trust Account At June 30, 2020, the assets held in the Trust Account were held in money market funds. |
Deferred Offering Costs | Deferred Offering Costs The Company complies with the requirements of FASB ASC 340 -10 -S99 -1 and SEC A—“Expenses of Offering”. Offering costs consist of legal, accounting, underwriting fees and other costs that are directly related to the Initial Public Offering. Offering costs amounting to approximately $ 15.7 million were charged to shareholders’ equity upon the completion of the Initial Public Offering. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “ Distinguishing Liabilities from Equity |
Net Income (loss) per Ordinary Share | Net Income (loss) per Ordinary Share The Company’s condensed statement of operations includes a presentation of income (loss) two-class method of income (loss) per share. Net income per common share, basic and diluted for Class A redeemable ordinary shares is calculated by dividing the interest income earned on the Trust Account and the gain on the sale of marketable securities totaling $69,247 and $ 1,831,868 for the three and six months ended June 30, 2020 by the weighted average number of Class A redeemable ordinary shares outstanding since original issuance. Net loss per common share, basic and diluted for Class B non-redeemable non-redeemable non-redeemable |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of June 30, 2020 and December 3 1, 2019. and December 31, 20 19 |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed balance sheets. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material impact on the Company’s unaudited condensed financial statements. |
Trust Account and Fair Value _2
Trust Account and Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Assets Held-in-trust [Abstract] | |
Treasury Securities Fund, Fair Values Investments Quoted Price in Active Markets for identical Assets | The following table presents fair value information as of June 30, 2020 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Since all of the Company’s permitted investments consist of treasury securities fund, fair values of its investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets as follows: Carrying Value Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Investments held in Trust Account – U.S. Treasury Securities Money Market Fund $ 277,831,868 $ 277,831,868 $ — $ — |
Description of Organization a_2
Description of Organization and Business Operations - Additional information (Detail) - USD ($) | Feb. 13, 2020 | Mar. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Organization Business And Basis Of Presentation [Line Items] | ||||
Common stock price, per share | $ 10 | |||
Proceeds from issuance initial public offering | $ 276,000,000 | $ 276,000,000 | ||
Incurring offering cost | 15,700,000 | |||
Payment of underwriting discount | $ 9,660,000 | 5,520,000 | ||
Cash | $ 1,328,729 | $ 300,000 | ||
Percentage of voting interests acquired | 50.00% | |||
Business combination, net tangible assets required to proceed | $ 5,000,001 | |||
Business Combination, maximum amount of interest to pay dissolution expenses | $ 100,000 | |||
Business Combination required completion period after Initial Public Offering | 24 months | |||
Business Combination within in the Combination Period, possible per share value of residual assets remaining available for distribution | $ 10 | |||
Operating amount out of Trust account enough to operate for at least 12 months | $ 1,328,729 | |||
Founder Shares [Member] | ||||
Organization Business And Basis Of Presentation [Line Items] | ||||
Proceed from issuance of shares | $ 25,000 | |||
Number of shares issued | 300,000 | |||
Class A Common Stock | ||||
Organization Business And Basis Of Presentation [Line Items] | ||||
Common stock par value | $ 0.0001 | $ 0.0001 | ||
Class A Common Stock | Maximum [Member] | ||||
Organization Business And Basis Of Presentation [Line Items] | ||||
Percentage of aggregate Public Shares restricted from redeem | 20.00% | |||
IPO [Member] | ||||
Organization Business And Basis Of Presentation [Line Items] | ||||
Issuance of Ordinary Share | 27,600,000 | |||
Common stock price, per share | $ 10 | |||
IPO [Member] | Over-Allotment Option [Member] | ||||
Organization Business And Basis Of Presentation [Line Items] | ||||
Issuance of Ordinary Share | 3,600,000 | |||
IPO [Member] | Class A Common Stock | ||||
Organization Business And Basis Of Presentation [Line Items] | ||||
Issuance of Ordinary Share | 24,000,000 | |||
Private Placement [Member] | ||||
Organization Business And Basis Of Presentation [Line Items] | ||||
Proceeds from issuance initial public offering | $ 7,520,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||||
Offering cost charged to the shareholders' equity | $ 5,160 | $ 15,700,900 | ||
Ordinary shares subject to possible redemption | 26,443,410 | 26,443,410 | ||
Gain on sale of marketable securities | $ 69,247 | $ 1,831,868 | ||
Unrecognized tax benefits | 0 | 0 | $ 0 | |
Accrued interest and penalties related to unrecognized tax benefits | 0 | 0 | $ 0 | |
Federal depository insurance coverage | $ 250,000 | $ 250,000 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Feb. 13, 2020 | Jun. 30, 2020 |
Subsidiary, Sale of Stock [Line Items] | ||
Sale of stock price per share | $ 10 | |
Payment of underwriting discount | $ 9,660 | $ 5,520 |
Additional fee payable | $ 9,660 | |
IPO [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of stock, shares issued | 27,600,000 | |
Sale of stock price per share | $ 10 | |
IPO [Member] | Over-Allotment Option [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of stock, shares issued | 3,600,000 | |
Warrant | ||
Subsidiary, Sale of Stock [Line Items] | ||
Warrant exercise price per share | $ 11.50 | $ 0.0001 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Jun. 30, 2020 | Feb. 13, 2020 | Feb. 10, 2020 | Dec. 10, 2019 | Dec. 09, 2019 | Nov. 14, 2019 | Jun. 30, 2020 | Jun. 30, 2020 | Mar. 30, 2020 | Dec. 31, 2019 |
Shares price | $ 10 | $ 10 | $ 10 | |||||||
Ordinary shares, issued | 26,443,410 | 26,443,410 | 26,443,410 | |||||||
Due to related parties | $ 71,645 | $ 71,645 | $ 71,645 | $ 85,851 | ||||||
Advance from Sponsor | $ 300,000 | |||||||||
Repayment of Sponsor loan | $ 300,000 | $ 300,000 | ||||||||
Private Placement Warrant [Member] | ||||||||||
Purchased to aggregate warrant | 7,520,000 | |||||||||
Warrant purchase price | $ 1 | |||||||||
Warrant exercisable price | $ 11.50 | $ 11.50 | $ 11.50 | |||||||
Warrant transferred to related party | 940,000 | |||||||||
Initial Business Combination, description | The Sponsor and the Company's officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. | |||||||||
Founder Shares [Member] | ||||||||||
Payment received | $ 25,000 | |||||||||
Shares price | $ 0.004 | |||||||||
Ordinary share par value | $ 0.0001 | |||||||||
Ordinary shares, issued | 5,750,000 | |||||||||
Weighted average capitalizations shares | 1,150,000 | |||||||||
Trading day, description | if (1) the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the Company's shareholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the lock-up. | |||||||||
Founder Shares [Member] | Director [Member] | ||||||||||
Shares transferred to related party | 718,750 | |||||||||
Shares Purchase price | $ 3,125 | |||||||||
Number of founder shares holding | 862,500 | |||||||||
Founder Shares [Member] | Sponsor [Member] | ||||||||||
Number of founder shares holding | 6,015,500 | 5,031,250 | ||||||||
Founder Shares [Member] | Sponsor [Member] | Over-Allotment Option [Member] | ||||||||||
Number of shares forfeited, unexercised by underwriters | 900,000 | |||||||||
Administrative Support Agreement [Member] | ||||||||||
Incurred administrative services | $ 30,000 | $ 45,714 | ||||||||
Administrative Support Agreement [Member] | Office Space [Member] | ||||||||||
Sponsor monthly payment | 10,000 | |||||||||
Administrative Support Agreement [Member] | Utilities Secretarial [Member] | ||||||||||
Sponsor monthly payment | 10,000 | |||||||||
Administrative Support Agreement [Member] | Administrative Support Service [Member] | ||||||||||
Sponsor monthly payment | 10,000 | |||||||||
Working Capital Loan [Member] | ||||||||||
Convertible debt | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 | |||||||
Conversion Price | $ 1 | $ 1 | $ 1 | |||||||
Other Borrowings | $ 0 | $ 0 | $ 0 |
Commitments & Contingencies - A
Commitments & Contingencies - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2020USD ($)$ / sharesshares | |
Sale of stock price per share | $ / shares | $ 10 |
Deferred underwriting fees payable | $ 9,660,000 |
Underwriting Agreement [Member] | |
Cash paid underwriting discount | $ 5,520,000 |
Sale of stock price per share | $ / shares | $ 0.20 |
Sale of stock, shares issued | shares | 27,600,000 |
Deferred fee underwriters price per units | $ / shares | $ 0.35 |
Proceeds from deferred fee underwriters sold in public offering | shares | 24,000,000 |
Proceeds from deferred fee underwriters | $ 8,400,000 |
Deferred underwriting fees payable | $ 9,660,000 |
Over-Allotment Option [Member] | Underwriting Agreement [Member] | |
Sale of stock, shares issued | shares | 3,600,000 |
Proceeds from deferred fee underwriters | $ 1,260,000 |
Trust Account and Fair Value _3
Trust Account and Fair Value Measurements - Additional Information (Detail) | Jun. 30, 2020USD ($) |
Investments held in Trust Account | $ 277,831,868 |
Money Market Funds [Member] | |
Investments held in Trust Account | $ 277,831,868 |
Trust Account and Fair Value _4
Trust Account and Fair Value Measurements - Treasury Securities Fund, Fair Values Investments Quoted Price in Active Markets for identical Assets (Detail) | Jun. 30, 2020USD ($) |
Investments held in Trust Account | $ 277,831,868 |
US Treasury Securities Money Market Fund [Member] | |
Investments held in Trust Account | 277,831,868 |
Quoted Prices In Active Markets (Level 1) [Member] | US Treasury Securities Money Market Fund [Member] | |
Investments held in Trust Account | 277,831,868 |
Significant Other Observable Inputs (Level 2) [Member] | US Treasury Securities Money Market Fund [Member] | |
Investments held in Trust Account | 0 |
Significant Other Unobservable Inputs (Level 3) [Member] | US Treasury Securities Money Market Fund [Member] | |
Investments held in Trust Account | $ 0 |
Shareholders Equity - Additiona
Shareholders Equity - Additional Information (Detail) - $ / shares | 6 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2019 | |
Ordinary shares subject to possible redemption | 26,443,410 | |
Conversion description | The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the Initial Business Combination on a one-for-one basis (as adjusted). In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by Public Shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any private placement warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. | |
Percentage conversion of common shares outstanding | 20.00% | |
Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
Preferred shares, par value | $ 0.0001 | $ 0.0001 |
Preferred shares, shares Issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
Warrants expiration term | 5 years | |
Public Warrant [Member] | ||
Warrants exercise price | $ 9.20 | |
Redemption price per share | $ 18 | |
Warrants upon redemption, description | the exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price of the Warrants will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. | |
Public Warrant [Member] | Maximum [Member] | ||
Share issue price per shares | $ 9.20 | |
Percentage of equity proceeds | 60.00% | |
Private Placement Warrants [Member] | ||
Share issue price per shares | $ 18 | |
Redemption price per share | $ 0.01 | |
Warrants upon redemption, description | if, and only if, the last reported closing price of the Class A ordinary shares equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. | |
Class A Common Stock | ||
Ordinary shares, authorized | 200,000,000 | 200,000,000 |
Ordinary shares, par value | $ 0.0001 | $ 0.0001 |
Ordinary shares, outstanding | 1,156,590 | 0 |
Ordinary shares subject to possible redemption | 26,443,410 | 0 |
Ordinary shares, issued | 1,156,590 | 0 |
Class B common stock | ||
Ordinary shares, authorized | 20,000,000 | 20,000,000 |
Ordinary shares, par value | $ 0.0001 | $ 0.0001 |
Ordinary shares, outstanding | 6,900,000 | 6,900,000 |
Voting rights | Holders are entitled to one vote for each share of Class B ordinary shares | |
Ordinary shares, issued | 6,900,000 | 6,900,000 |